James Lim Form 3 Sprout Social / Charles Ashton Newhall ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AU Special Investments II, L.P.

(Last) (First) (Middle)

100 PAINTERS MILL ROAD, SUITE 700

(Street)

OWINGS MILLS MD 21117

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2019

3. Issuer Name and Ticker or Trading Symbol
Sprout Social, Inc. [ SPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,024,562	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

AU Special Investments II, L.P.

(Last) (First) (Middle)

100 PAINTERS MILL ROAD, SUITE 700

(Street)

OWINGS MILLS MD 21117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greenspring FF-GP IV, LLC

(Last) (First) (Middle)

100 PAINTERS MILL ROAD, SUITE 700

(Street)

OWINGS MILLS MD 21117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greenspring SPV IV, LLC

(Last) (First) (Middle)

100 PAINTERS MILL ROAD, SUITE 700

(Street)

OWINGS MILLS MD 21117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greenspring Associates, LLC

(Last) (First) (Middle)

100 PAINTERS MILL ROAD, SUITE 700

(Street)

OWINGS MILLS MD 21117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Newhall Charles Ashton

(Last) (First) (Middle)

100 PAINTERS MILL ROAD, SUITE 700

(Street)

OWINGS MILLS MD 21117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lim James

(Last) (First) (Middle)

100 PAINTERS MILL ROAD, SUITE 700

(Street)

OWINGS MILLS MD 21117

(City) (State) (Zip)

Explanation of Responses:

1. The securities are directly held by AU Special Investments II, L.P. Each other Reporting Person may be deemed to beneficially own the reported securities. The Reporting Persons, other than AU Special Investments II, L.P., disclaim beneficial ownership in the reported securities except to the extent of its pecuniary interest.

Remarks:

	/s/ Eric Thompson, Chief Operating Officer of Greenspring Associates, LLC, managing member of Greenspring SPV IV, LLC, managing member of Greenspring FF-GP IV, LLC, general partner of AU Special Investments II, L.P	12/12/2019
	/s/ Eric Thompson, Chief Operating Officer of Greenspring Associates, LLC, managing member of Greenspring SPV IV, LLC, managing member of Greenspring FF-GP IV, LLC	12/12/2019
	/s/ Eric Thompson, Chief Operating Officer of Greenspring Associates, LLC, managing member of Greenspring SPV IV, LLC	12/12/2019
	/s/ Eric Thompson, Chief Operating Officer of Greenspring Associates, LLC	12/12/2019
	/s/ Eric Thompson, attorney-in-fact for C. Ashton Newhall	12/12/2019
	/s/ Eric Thompson, attorney-in-fact for James Lim	12/12/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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